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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 28, 2025

 

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38182   20-3937596

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (888) 810-5760

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.0001 par value   BLNE   The Nasdaq Stock Market LLC
(Title of Each Class)   (Trading Symbol)   (Name of Each Exchange on Which Registered)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 7.01 Regulation FD Disclosure

 

On August 28, 2025, the Company issued a letter to the shareholders, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

 

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

        Incorporated by Reference  

Filed or

Furnished

Exhibit #   Exhibit Description   Form   Date   Number   Herewith
                     
99.1   Letter to the Shareholders dated August 28, 2025               Furnished
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)                

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 28, 2025

 

  BEELINE HOLDINGS, INC.
     
  By: /s/ Nicholas R. Liuzza, Jr.
    Nicholas R. Liuzza, Jr.
    Chief Executive Officer

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Dear Beeline Shareholders,

 

I trust this letter finds you well as we enter the final month of Q3. With the successful divestiture of the last investment related to our forward merger with Eastside Distilling now behind us, I want to share additional context on Beeline’s progress and the initiatives driving us toward 2026.

 

We believe Beeline is uniquely positioned for the future. With interest rates expected to decline in the near term, combined with our diversified lending platform, SaaS model, and pending new product launches, we see a strong path forward.

 

2025 Initiatives & Milestones

 

Providing New Liquidity Options

 

Initiative: Create a product not tied to interest rates that offers liquidity to homeowners unable or unwilling to pursue a cash-out refinance or HELOC.

 

Milestone: Launched BeelineEquity, providing closing services for the first token-backed fractional sale of equity. We expect to complete 10–15 additional transactions prior to a broader launch in October.

 

Strengthening the Balance Sheet

 

Initiative: Eliminate debt by November 2025.

 

Milestone: We will in fact be debt free by September 5, ahead of schedule, after starting the year with more than $7M in obligations.

 

Path to Cash Flow Positive

 

Initiative: Reach cash-flow positive by January 2026.

 

Milestone: Leading indicators in August were the strongest since the market downturn, and combined with our Q4 BeelineEquity projections, we believe we remain firmly on track to achieve this goal in January.

 

Harnessing AI for Growth

 

Initiative: Track and monetize the impact of AI across our business.

 

Milestone: AI sales functions performed by “Bob” generated leads which have created over $170,000 in revenues to date, not including significant labor cost reductions from AI integration across our process.

 

 
 

 

Uplisting & Market Credibility

 

Initiative: Achieve Nasdaq approval and listing.

 

Milestone: Successfully accomplished in March 2025.

 

Earnings Performance

 

Initiative: Improve EPS trajectory.

 

Milestone: Reported Q2 EPS of $(0.41) versus analyst projections of $(0.47). Continued expense discipline positions us for further improvement.

 

Data Security & Infrastructure

 

Initiative: Enhance IT security and scalability.

 

Milestone: Appointed a Head of Cybersecurity and completed an external penetration test with no critical findings.

 

Liquidity & Warehouse Expansion

 

Initiative: Improve balance sheet to support warehouse capacity.

 

Milestone: Ended Q2 with $6.2M in cash and over $50M in equity, positioning us for near-term warehouse increases.

 

Expanding SaaS & AI Platforms

 

Initiative: Increase shareholder value through SaaS offerings and MagicBlocks.

 

Milestone: Deployed BlinkQC into Beeline’s operations and LOS systems for licensing to other lenders. MagicBlocks launched its platform in Q1, onboarded beta clients, and went live with 18 clients in June. Beeline owns 47% of MagicBlocks.

 

Innovating Mortgage Production Models

 

Initiative: Transition from role-based to task-based mortgage production to improve efficiency and compatibility with emerging technologies.

 

Milestone: Successfully launched v1 of this new model.

 

 
 

 

Commitment to Shareholders

 

2025 has been a year of execution. We’ve grown revenues, reduced expenses, improved margins, and achieved key milestones despite challenging market conditions.

 

As CEO, I continue to take a salary of only $30,000 annually while maintaining a personal investment of over $16 million in Beeline. Many of our executives and employees are also significant shareholders. We sit shoulder-to-shoulder with you, fully aligned in our commitment to long-term value creation.

 

We believe Beeline is positioned for greatness — and that future starts now.

 

Sincerely,

Nick Liuzza

Chief Executive Officer

Beeline

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expected or projected financial condition and operating performance in the future, the company’s prospects and ability to achieve various milestones, anticipated trends in the mortgage loan industry and the company’s prospective new technology offerings and strategic partnerships and initiatives, as well as the anticipated or potential benefits of these efforts. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, future interest rate changes, the state of the U.S. economy and inflation, the future of U.S. tariff policy and other regulatory developments, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the demand for and success of our services, technology and collaborations, the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filed April 15, 2025. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.